SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* FLOWERS CHRISTOPHER J (Last) (First) (Middle) 717 FIFTH AVE. 26TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/31/2007	3. Issuer Name and Ticker or Trading Symbol Castlewood Holdings LTD [ ESGR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities are beneficially owned	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

	Cheryl D. Davis	01/31/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

LIMITED POWER OF ATTORNEY


	The undersigned hereby appoints each of Cheryl D. Davis and Amy M. Dunaway,
signing singly, as his attorney-in-fact to act for him and in his name solely to
do all or any of the following:

	1.	To execute and file with the Securities and Exchange Commission all
statements regarding his beneficial ownership of securities of Enstar Group
Limited filed pursuant to Section 16(a) of the Securities Exchange Act of 1934;

	2.	To execute all necessary instruments to carry out and perform any of the
powers stated above, and to do any other acts requisite to carrying out such
powers.

	None of Cheryl D. Davis or Amy M. Dunaway shall incur any liability to the
undersigned for acting or refraining from acting under this power, except for
such attorney's own willful misconduct or gross negligence.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is Enstar  Group
Limited assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.

	Any reproduced copy of this signed original shall be deemed to be an original
counterpart of this Power of Attorney.

	This Power of Attorney is governed by Delaware law.

	This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file statements pursuant to Section 16(a)
of the Securities Exchange Act of 1934 with respect to the undersigned's
beneficial ownership of securities of Enstar Group Limited, unless earlier
revoked.  This Power of Attorney shall terminate with respect to the
attorney-in-fact upon receipt by Cheryl D. Davis or Amy M. Dunaway, as the case
may be, from the undersigned of a written notice of revocation of this Power of
Attorney.  The undersigned shall have the right to revoke this Power of Attorney
at any time.

	IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
31st day of January 2007.

By:  /s/ J. Christopher Flowers
	J. Christopher Flowers